Who is generally liable for pre-incorporation contracts entered on behalf of a corporation that has not yet been formed, unless there is novation?

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When a contract is made before a corporation exists, the person who acts on behalf of that planned entity—the promoter—has to bind themselves to the deal because the corporation cannot yet enter into contracts as a separate legal person. Absent a novation, the promoter remains personally liable to the other party on the pre-incorporation contract. The corporation can become liable only if the contract is adopted by the corporation or the parties agree to a novation (swapping the corporation in and releasing the promoter). The state isn’t automatically liable for these private contracts, and the third party isn’t the one bearing liability—the promoter is. So the promoter is generally liable.